Wells Fargo deregisters 500M legacy shares in S-8 filing

Wells Fargo & Company (WFC) filed a Post-Effective Amendment to three prior registration statements (Form S-4 No. 333-154879 and Form S-8 Nos.

Rhea-AI Filing Summary

Wells Fargo & Company (WFC) filed a Post-Effective Amendment to three prior registration statements (Form S-4 No. 333-154879 and Form S-8 Nos. 333-161529 & 333-176266).

The amendment removes from registration any unissued securities tied to 18 legacy incentive and deferred-compensation plans inherited from Wachovia, A.G. Edwards, Golden West, SouthTrust and other acquired entities. In aggregate, the original registrations covered up to 499,999,000 common shares and $330 million of deferred-compensation obligations. No new securities are being registered and the underlying plans (the “Prior Plans”) will not issue additional shares or obligations.

Because the filing only deregisters unused securities, it is largely administrative and has no impact on current capital structure, earnings or guidance. The document includes updated powers of attorney and signatures from CEO Charles Scharf and other executives.

Positive

• No new securities registered, modestly reducing potential future dilution capacity.

Negative

• None.

Insights

Equity Analyst

TL;DR: Administrative deregis­tration; neutral on valuation and dilution risk.

The amendment eliminates the legal authority to issue nearly 500 million legacy shares and $330 million of deferred comp obligations that were never used. While this slightly reduces theoretical dilution capacity, WFC’s 3.8 billion shares outstanding dwarf the amount, and the plans were already dormant. No cash impact, no change to regulatory capital or earnings. I view the filing as routine and not materially impactful for investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Wells Fargo (WFC) file this S-8 POS amendment?

To deregister unused common shares and deferred-compensation obligations tied to legacy incentive plans.

How many shares are being deregistered by Wells Fargo?

Up to 499,999,000 common shares previously registered in 2008 are being removed.

Does the filing register any new securities for Wells Fargo employees?

No. The amendment explicitly states no additional shares or obligations are being registered.

Is there any financial impact on Wells Fargo’s earnings or capital ratios?

No direct impact; the action is administrative and does not affect earnings, cash, or regulatory capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/04/2025 - 03:32 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 4, 2025

Registration No. 333-154879

Registration No. 333-161529

Registration No. 333-176266

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO.2 ON FORM S-8 TO REGISTRATION STATEMENT

ON FORM S-4 No. 333-154879

POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT No. 333-161529

POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT No. 333-176266

UNDER

THE SECURITIES ACT OF 1933

WELLS FARGO & COMPANY

(Exact name of registrant as specified in charter)

Delaware		41-0449260
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
420 Montgomery Street San Francisco, California (800) 292-9932		94104
(Address of principal executive offices)		(Zip code)

Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan

A.G. Edwards, Inc. 1988 Incentive Stock Plan

Wachovia Corporation 1998 Stock Incentive Plan

Wachovia Corporation Stock Plan

Wachovia Corporation 2001 Stock Incentive Plan

Wachovia Employee Stock Retention Plan

Golden West Financial Corporation Amended and Restated 1996 Stock Option Plan

Westcorp 2001 Stock Option Plan

Republic Security Financial Corporation 1997 Performance Incentive Plan

SouthTrust Corporation Long-Term Incentive Plan

SouthTrust Corporation 2004 Long-Term Incentive Plan

EVEREN Capital Corporation 1996 Restricted Stock Incentive Plan

EVEREN Capital Corporation 1995 Non-Employee Directors Plan

Wachovia Savings Plan

A.G. Edwards, Inc. Retirement and Profit Sharing Plan

Wachovia Securities Financial Holdings, LLC Voluntary Deferral and Performance Award Contribution Plan

Wachovia Securities Financial Holdings, LLC Performance Award Contribution Plan

Wells Fargo & Company Special Deferral Plan for Select Employees

Wells Fargo & Company Special Award Plan

(Full title of the plan)

Ellen R. Patterson

Senior Executive Vice President and General Counsel

Wells Fargo & Company

30 Hudson Yards, Floor 61

New York, NY  10001

(415) 979-0775

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Janet McGinness

Assistant General Counsel and Managing Director

Wells Fargo & Company

30 Hudson Yards, Floor 61

New York, NY 10001

(415) 979-0775

Indicate by check mark whether the Wells Fargo is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting

company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer				Accelerated filer
Non-accelerated filer				Smaller reporting company
				Emerging growth company

If an emerging growth company, indicate by check mark if the Wells Fargo has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

Wells Fargo & Company (“Wells Fargo”), is filing with the Securities and Exchange Commission (the “Commission”) this Post-

Effective Amendment to deregister any and all shares of Wells Fargo’s common stock, par value $1-2/3 per share (“Common Stock”) and

deferred compensation obligations of Wells Fargo (“Deferred Compensation Obligations”) previously registered but unsold or otherwise

unissued under the following registration statements as of the date hereof (collectively, the “Registration Statements”):

• Registration Statement on Form S-4 No. 333-154879, filed with the SEC on October 31, 2008, as amended by Post-Effective

Amendment No. 1 on Form S-8 filed with the SEC on January 2, 2009, registering 499,999,000 shares of Common Stock issuable

under (i) the Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan, (ii) the A.G. Edwards, Inc. 1988 Incentive

Stock Plan, (iii) the Wachovia Corporation 1998 Stock Incentive Plan, (iv) the Wachovia Corporation Stock Plan, (v) the Wachovia

Corporation 2001 Stock Incentive Plan, (vi) the Wachovia Employee Stock Retention Plan, (vii) the Golden West Financial

Corporation Amended and Restated 1996 Stock Option Plan, (viii) the Westcorp 2001 Stock Option Plan, (ix) the Republic Security

Financial Corporation 1997 Performance Incentive Plan, (x) the SouthTrust Corporation Long-Term Incentive Plan, (xi) the

SouthTrust Corporation 2004 Long-Term Incentive Plan, (xii) the EVEREN Capital Corporation 1996 Restricted Stock Incentive

Plan, (xiii) the EVEREN Capital Corporation 1995 Non-Employee Directors Plan. (xiv) the Wachovia Savings Plan, and (xv) the

A.G. Edwards, Inc. Retirement and Profit Sharing Plan and an indeterminate amount of interests that may be offered or sold

pursuant to the Wachovia Savings Plan and the A.G. Edwards, Inc. Retirement and Profit Sharing Plan.

• Registration Statement on Form S-8 No. 333-161529, filed with the SEC on August 25, 2009, registering $300,000,000 of Deferred

Compensation Obligations issuable under (i) the Wachovia Securities Financial Holdings, LLC Voluntary Deferral and Performance

Award Contribution Plan and (ii) Wachovia Securities Financial Holdings, LLC Performance Award Contribution Plan.

• Registration Statement on Form S-8 No. 333-176266, filed with the SEC on August 12, 2011, registering $30,000,000 of Deferred

Compensation Obligations issuable under (i) the Wells Fargo & Company Special Deferral Plan for Select Employees and (ii) the

Wells Fargo & Company Special Award Plan.

For the avoidance of doubt, Wells Fargo is not registering any additional shares of Common Stock, plan interests or Deferred

Compensation Obligations pursuant to the Plans described above (collectively, the “Prior Plans”). This Post-Effective Amendment to the

Registration Statements described above are being filed to deregister all shares of Common Stock and Deferred Compensation Obligations

that were registered under the Registration Statements and remain unissued under the Prior Plans.

Item 8. Exhibits.

The following is a complete list of exhibits filed as part of this Post-Effective Amendment:

Exhibit No. Description

24* Powers of Attorney.

*Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, Wells Fargo certifies that it has reasonable grounds to believe that it meets

all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed

on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 4, 2025.

WELLS FARGO & COMPANY
By:		/s/ CHARLES W. SCHARF
		Charles W. Scharf
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been

signed on August 4, 2025 by the following persons in the capacities with Wells Fargo indicated:

/s/ CHARLES W. SCHARF		President, Chief Executive Officer and Director
Charles W. Scharf		(Principal Executive Officer)
/s/ MICHAEL P. SANTOMASSIMO		Senior Executive Vice President and Chief Financial Officer
Michael P. Santomassimo		(Principal Financial Officer)
/s/ MUNEERA S. CARR		Executive Vice President, Chief Accounting Officer and Controller
Muneera S. Carr		(Principal Accounting Officer)

STEVEN D. BLACK MARK A. CHANCY CELESTE A. CLARK THEODORE F. CRAVER, JR. RICHARD K. DAVIS FABIAN T. GARCIA WAYNE M. HEWETT		CECELIA G.MORKEN MARIA R. MORRIS FELICIA F. NORWOOD RONALD L. SARGENT SUZANNE M. VAUTRINOT		}		Board of Directors*
_____________

* Charles W. Scharf, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above

pursuant to powers of attorney duly executed by such persons.

/s/ CHARLES W. SCHARF

Charles W. Scharf

Attorney-in-Fact